SEC Comment Letter for VERTEX PHARMACEUTICALS (VRTX) — May 11, 2011
VERTEX PHARMACEUTICALS INC / MA (VRTX) (CIK 0000875320)
Date: May 11, 2011 · CIK: 0000875320 · Accession: 0000000000-11-029500
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-19319
Referenced dates: April 13, 2011
Letter
Re: Vertex Pharmaceuticals Incorporated Form 10-K Filed February 17, 2010 File No. 000-19319 Dear Mr. Emmens: We have reviewed your response letter dated April 13, 2011 and have the following comments. Please respond to this letter within te n business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 10-K, filed February 17, 2011
May 11, 2011
Matthew W. Emmens Chief Executive Officer Vertex Pharmaceuticals Incorporated 130 Waverly Street Cambridge, Massachusetts 02139-4242
Corporate Collaborations, page 13
1. We note your response to prior comment 1 regarding your collaboration agreement with CFFT. We also note th at in your disclosure in your 8-K (filed April 7, 2011) as provided in Exhibit A of your response le tter, you state, “CFFT may terminate its funding obligations under the April 2011 Am endment in certain circumstances, in which case there will be a proportional adjustment to the royalty rates and commercial milestones for certain corrector compounds.” Section 4.4 of the original agreement also states that CFFT will be obligated to pay Vertex “clinical trial commencement milestones.” We note that VX-770 and VX-809 have already commenced clinical trials, and that VX-661 may potentially commence clinical trials in the future. Please provide proposed disclosure to be included in future filings regarding aggregate milestone payments you have received to date and future aggregate milestones you may receive under the collaboration agreement with CFFT. Please integrate this disclosure with th e disclosure you provided in your Form 8-K filed April 7, 2011 which included the in formation we requested in our prior
Matthew W. Emmens Vertex Pharmaceuticals Incorporated May 11, 2011 Page 2
comment regarding the agreement with C FFT. Also, please confirm that you will include the entire disclosure in future filings including your next Form 10-K.
2. We note your response to prior comment 2 th at in your Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, you will incorporate by reference as an exhibit the Research and Development Ag reement (the “Lilly Agreement”) between Eli Lilly and the Company. Please confirm that you will incorporate by reference the Lilly Agreement in your next Form 10-K as well. Please contact Johnny Gharib at (202) 551- 3170 or me at (202) 551-3715 with any questions. Sincerely, Jeffrey Riedler Assistant Director
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May 11, 2011
Matthew W. Emmens Chief Executive Officer Vertex Pharmaceuticals Incorporated 130 Waverly Street
Cambridge, Massachusetts 02139-4242
Re: Vertex Pharmaceuticals Incorporated Form 10-K
Filed February 17, 2010 File No. 000-19319
Dear Mr. Emmens:
We have reviewed your response letter dated April 13, 2011 and have the following
comments.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10-K, filed February 17, 2011
Corporate Collaborations, page 13
1. We note your response to prior comment 1 regarding your collaboration agreement
with CFFT. We also note th at in your disclosure in your 8-K (filed April 7, 2011) as
provided in Exhibit A of your response le tter, you state, “CFFT may terminate its
funding obligations under the April 2011 Am endment in certain circumstances, in
which case there will be a proportional adjustment to the royalty rates and
commercial milestones for certain corrector compounds.” Section 4.4 of the original
agreement also states that CFFT will be obligated to pay Vertex “clinical trial
commencement milestones.” We note that VX-770 and VX-809 have already commenced clinical trials, and that VX-661 may potentially commence clinical trials
in the future. Please provide proposed disclosure to be included in future filings regarding aggregate milestone payments you have received to date and future
aggregate milestones you may receive under the collaboration agreement with CFFT. Please integrate this disclosure with th e disclosure you provided in your Form 8-K
filed April 7, 2011 which included the in formation we requested in our prior
Matthew W. Emmens Vertex Pharmaceuticals Incorporated May 11, 2011 Page 2
comment regarding the agreement with C FFT. Also, please confirm that you will
include the entire disclosure in future filings including your next Form 10-K.
2. We note your response to prior comment 2 th at in your Quarterly Report on Form
10-Q for the quarter ended March 31, 2011, you will incorporate by reference as an exhibit the Research and Development Ag reement (the “Lilly Agreement”) between
Eli Lilly and the Company. Please confirm that you will incorporate by reference the
Lilly Agreement in your next Form 10-K as well.
Please contact Johnny Gharib at (202) 551- 3170 or me at (202) 551-3715 with any
questions.
Sincerely,
Jeffrey Riedler
Assistant Director